BPM003767_Solicitation_Requirements.docx

Solicitation Number:

BPM003767

Description:

Reflectorized Sign Sheeting

Solicitation Due Date and Time:

As indicated in APP

Pre-Offer Conference:

Pre-Offer Conference will not be conducted

Proposals will only be accepted online in “The State’s e-Procurement System” at https://app.az.gov until the “Bid/Offer Due Date” indicated in “The State’s e-Procurement System” for the Solicitation No. shown at the top of this page. Proposals must be in the State Procurement Office’s possession online no later than that deadline.

Submit technical inquiries about navigating and/or submitting proposals in the State’s e-Procurement System to the State’s e-Procurement System Help Desk by phone at (602) 542-7600, option 2; or by email to app@azdoa.gov LATE PROPOSALS WILL NOT BE CONSIDERED. No extension or grace period will be given for delays or incomplete proposals caused by internet connectivity problems, file uploading difficulties, or misunderstanding of the requirements or procedures for online submission in “The State’s e-Procurement System”.

It is the responsibility of the supplier/offeror to routinely check the APP website for Solicitation Amendments. Additional instructions for preparing an Offer are included in this solicitation.

Persons with a disability may request a reasonable accommodation, such as a sign language interpreter, by contacting the Solicitation contact person. Requests shall be made as early as possible to allow time to arrange for the accommodation.

Request for Proposal

Notice Page Arizona Department of Administration State Procurement Office 100 N 15th Avenue Phoenix, AZ 85007

Request for Proposal

Solicitation No. BPM003768

Medical, Industrial, and Specialty Gases Arizona Department of Administration State Procurement Office

Solicitation Notice Page Page 1 of 59

Solicitation Summary Page of 48 Table of Contents

Notice Page Table of Contents Solicitation Summary Scope of Work Pricing Document Special Terms and Conditions Uniform Terms and Conditions Federal Terms and Conditions Exhibits

Table of Contents Page 1 of 59 Solicitation Summary

1. What the State is Soliciting The Arizona Department of Administration, State Procurement Office (the State), as authorized under A.R.S. § 41-2501 is seeking to establish one or more “statewide” contracts to provide Reflectorized Sign Sheeting The State anticipates awarding contract(s) with the intent to secure service coverage statewide. Whether or not it actually enters into any contracts, how many contracts it enters into, and how the work is awarded between those contracts are all at the State’s discretion. Furthermore, the State will use any awarded contracts on an as-needed basis, with no guarantee as to its actual spending under them.

The State reserves the right to accept any item or combination of items specified in the solicitation, unless the Offeror expressly restricts an item or combination of items in its Proposal, and conditions its response on receiving all items for which it provided a proposal. In the event of such restriction, the State will evaluate if an award on such basis will result with the best value and in the best interest for the State. The State may otherwise determine at its sole discretion that such restriction is non-responsive and deem the Offeror ineligible for further evaluation.

2. What’s in the Solicitation

2.1. At the time of publication, the following documents are included in the Solicitation:

2.1.1. Attachment: BPM003767 Solicitation Requirements

2.1.1.1. Notice / Cover Page

2.1.1.2. Table of Contents

2.1.1.3. Scope of Work

2.1.1.4. Special Terms and Conditions

2.1.1.5. Uniform Terms and Conditions

2.1.1.6. Federal Provisions (as applicable) Exhibits (as applicable)

2.1.2. Attachment: BPM003767 Solicitation Instructions

2.1.2.1. Special Instructions to Offerors

2.1.2.2. Uniform Instructions to Offerors

2.1.3. Solicitation Attachments:

2.1.3.1. Questionnaire

2.1.3.2. Proposed Subcontractors

2.1.3.3. Organization Profile

2.1.3.4. Offer and Acceptance

2.1.3.5. Letter of Insurability

2.1.3.6. Key Personnel

2.1.3.7. Conformance Statements

2.1.3.8. Confidential Information Designation

2.1.3.9. Boycott of Israel Disclosure

2.1.3.10. Pricing Sheet

2.2. The State may issue a Solicitation Amendment at any time after solicitation publication, and before the proposal due date. It is the responsibility of the supplier/offeror to routinely check the APP website for any Solicitation Amendments and revised documents.

Request for Proposal

Solicitation No. BPM003767

Reflectorized Sign Sheeting Arizona Department of Administration State Procurement Office

Solicitation Summary Page 4 of 59 Scope of Work

1. Purpose and Background

1.1. The purpose of this solicitation is to establish the State’s Medical, Industrial, and Specialty Gases Program for Eligible Agencies, Employees and the State of Arizona.

1. Minimum Requirements Along with providing quality service, we are looking for a Contractor with demonstrated professional integrity, a longstanding reputation in the Reflectorized Sign Sheeting industry. Specific abilities to include:

1.1.1 General Requirements

This contract is primarily for materials (sheeting, films, and inks) used to make highway signs. However, the State also has a need for non-highway (general use) signs. The non-highway films and inks are clearly identified as such. The materials shall be fully suitable for both daytime and nighttime uses as described herein and as defined by the applicable standards of the Federal Highway Administration (FHWA) and ASTM.

1.1.2 The ink systems will be used to print signs using manual and automatic printing presses using pre-screening and post-screening processes.

1.1.3 The transparent and opaque films along with the Type I and Type IV films will be used to make signs by applying legend and background materials directly to the sheeting base with a pressure sensitive adhesive.

1.1.4 The Type IV and Type XI materials will also be used to make large signs. These signs will be made out of aluminum flat sheets or 12-inch aluminum extrusion panels or some combination of these substrates. The State typically uses demountable copy on large signs; however, direct applied materials may also be used.

1.1.5 The Type I sign making materials will be used primarily to fabricate smaller, non-critical highway signs and general use signs.

1.1.6 Most of these signs will be fabricated using a combination of sign making processes. The State reserves the right to change the sign sheeting uses indicated herein at any time.

2.0 Item Categories and Descriptions

2.1.1 100-yard rolls can be ordered at twice the 50-yard roll price.

2.1.2 The square footage per roll shall be at or beyond the roll width multiplied by the roll length is delivered.

2.1.3 All sign sheeting and film pricing shall include cutting or slitting a standard roll into two or three smaller width rolls.

2.1.4 Standard rolls can be proportioned or divided into square or rectangular precut sheets. The width dimension of the precut sheets is limited from 3 inches to 48 inches in 3 inch increments. The length of the sheets shall be from 3 inches to 96 inches.

2.1.5 All sign sheeting and film pricing shall include ink and ink additives and shall be supplied as needed.

2.1.6 The required highway signs color inks to be supplied shall be translucent red, black (opaque), translucent green, translucent yellow, and translucent blue. Other translucent and/or opaque colors may also be offered. These colors shall meet all the applicable FHWA and Manual on Uniform Traffic Control Devices (MUTCD) requirements for traffic sign colors. All ink containers supplied should normally be one-gallon containers with product numbers and descriptions clearly visible.

2.1.7 The State has a need for a number of special color inks for general use signage. These special colors include Pantone 512 purple, Pantone 3292 teal, and Pantone 876 translucent copper. Standard highway green ink and film will be used on scenic highway signs and sufficient quantities of these inks shall be supplied. These special colors shall be rated for outdoor use and should have a minimum warranty matching that of the sheeting it is applied to.

2.1.8 Rolls of slip-sheets that are specifically designed to protect sign faces during handling, storage, and shipment. The minimum amounts of slip-sheet supplied shall be equal to the square footage and widths of the sign sheeting supplied.

2.1.9 Any specialized washers required for sign mounting: A minimum of two washers for every 9 square feet of sheeting shipped shall be supplied. These special washers shall be rated for a minimum outdoor life of 12 years.

2.1.10 At the manufacturer’s option different ink systems can be offered; however, the systems shall be compatible to either a pre-screening sign printing process, post-screening sign printing process, or both. The inks shall also be suitable for the screen fabrics used by the State. It is preferred that one ink system that is compatible for both these printing processes be supplied. The use of a two-part type of ink system (resin/catalyst or resin/hardener) and the use of an overprint clear coat is not the acceptable system for the State. One-step process is preferred.

2.1.11 The ink systems supplied shall be compatible to the ink washing solvent system used by the State. The State uses a Northwest Screen Systems N02500/2550 (Informational purposes only).

2.2 All sheeting shall meet or exceed the applicable requirements of the current ASTM D 4956 Standard Specification for Retroreflective Sheeting for Traffic Control. All items shall be manufactured in such a manner that they are consistent in size, dimension, thickness, and color. The highway grade materials shall be all of those colors of materials that are used to make highway signs (white, yellow, green, red, blue, brown and black).

2.3 All items supplied shall be designed and made of materials that are capable of withstanding the rigors of long- term exposure to a highway environment. The materials as made under a resultant contract will be used statewide ranging in elevations from 500 feet to 9000 feet and with temperature ranges from -20 degrees to 128 degrees Fahrenheit.

2.4 All materials when made into signs or other traffic control type devices shall be capable of withstanding normal shipping and installation practices without scuffing, delaminating, ripping, or other damage that is directly related to a design or material defect. Damaged materials shall be replaced without cost to the State.

2.5 The Type I sign making materials (sheeting, films and inks) shall have a minimum of three (3) years of warranted life. The Type IV sign making materials (sheeting, films and inks) shall have a minimum of ten (10) years of warranted life. The Type XI sign making materials (sheeting, films and inks) shall have a minimum of twelve

(12) years of warranted life, with the exception of the fluorescent yellow and fluorescent yellow green, which shall have a minimum warranted life of ten (10) years. Fluorescent orange and fluorescent striped white and orange sheeting shall be at minimum of Type VIII and are allowed to have a shorter warranty period (typically three years). The warranty shall be for the sheeting and all applicable components of any system for sign making such as film, protective anti-graffiti film, ink etc. as required by the manufacturer. The manufacturer shall be clear in the warranty and offer in general on the warranty's limitations and bid item or system use requirement. The warranty shall include the entire cost of the replacement sign fabrication and installation, only the cost of the sheeting may be pro-rated as determined by the State, all other costs shall be at current replacement cost. The warranty shall be a published and official documented submittal by the offering company.

2.6 The FHWA issued maintained minimum retroreflectivity requirements for highway signs per the MUTCD. The proven ability of a material to perform beyond these FHWA requirements throughout its warranted life and longer is an important aspect to the State. Only those highway sign making materials that are known to be able to perform significantly above these minimums for their required warranted life shall be offered and supplied.

2.7 The FHWA minimums shall be regarded as the quantitative end-of-life definition. There are other end-of-life conditions that are more subjective or qualitative. These include fading, cracking, and delaminating. It is preferred that the end-of-life rating of a material be at least two years longer than the warranted life. The State reserves the right to utilize materials that have a longer end-of-life rating, regardless of cost.

2.8 The non-highway inks and graphic type films should have a minimum rated and warranted life of three years although it is permissible to offer longer warranties for these products.

2.9 The sheeting and ink systems shall be produced by a manufacturer whose materials have been tested by the National Transportation Product Evaluation Program (NTPEP). The manufacturer of prismatic sheeting shall also be an active member or participate in the ASTM D04.38 Traffic Control Material Subcommittee sheeting task group.

2.10 All sheeting and films shall be supplied with a pre-coated adhesive with an easily removable release paper. The pressure-sensitive adhesive shall be suitable for use with small-hand applicators. All sheeting and films shall be free of bubbling and peeling of the release liner. The release liner on the back of sheeting and films shall not be considered as suitable slip-sheet paper. Slip-sheet paper is to be supplied separately as a part of this contract, see item section for requirements.

2.11 The sheeting and films shall be designed so they can be consistently and successfully cut, weeded, lifted, transferred and trimmed using normal sign making processes. Additionally, the integrity of these materials should be such that it shall cut cleanly without slipping or excessive cracking, tearing and/or chipping.

The transparent and opaque inks furnished shall be of the needed type, quality and quantity needed to make signs and other devices. Color requirements shall conform to the applicable ASTM D 4956, MUTCD and FHWA requirements. The supplied inks shall be capable of producing, when applied per the States printing processes, legends of the proper color, shape with sharply defined edges and without blemishes that would negatively impact their intended use, appearance or performance. The inks furnished shall be suitable for offset post- and pre-screening printing.

2.12 The minimum coefficient of retroreflectivity of the transparent films produced on white sheeting shall be 90% or more of the corresponding color of retroreflective sheeting of that type.

2.13 The minimum coefficient of retroreflectivity of the transparent colors shall be at least 65% of the retroreflective white base sheeting.

2.14 The opaque black ink and film shall have a coefficient of retroreflectivity of .80 or less.

2.15 The contractor will have had experience providing reflective sign sheeting materials to a government agency.

3.0 Compatibility Requirements

3.1All sign making materials and incidentals shall be fully compatible with the equipment and processes used by the State Sign Factory.

3.2 The State will have the right to conduct tests using samples of offered or contract materials. The tests may involve any processes need to make a sign such as trimming, printing, plotter/cutter and mounting (flat sheet and extrusion). Additional information regarding the required compatibility tests is available from the Department upon request. Sufficient samples to run the tests shall be submitted at no cost and within ten working days upon request. The performance of the sample material on these tests can be considered as an integral part of the specifications and could be used to reject that portion of the bid or cancellation of a portion or all of a contract or non-use of those materials.

4.0 Packaging Requirements

4.1 In addition to the requirements of ASTM D 4956 the roles of sheeting, film, and slip sheeting shall be supplied on three-inch diameter cardboard or plastic tubes. The roll tube shall be supported in the box so no part of the roll of sheeting or film is supporting itself. The roll shall be secured so it does not unravel when shipped or stored. The rolls shall be packed in a manner that protects the sheeting and film. The ends and edges are to be square and straight.

4.2 Inks shall be supplied in re-sealable one-gallon containers.

4.3 All sheeting, films, and inks shall have their product names, numbers, and descriptions clearly visible on all packaging. The manufacturing lot number and date of manufacture shall also be marked on the container and in the case of sheeting and films on the core also. The lot numbers on the box and on the core shall match.

4.4 All shipments of material shall be in containers that conform to the applicable local, state and federal requirements for the type of material shipped. Every shipment of these materials shall contain the appropriate Material Safety Data Sheets.

5.0 Satisfactory Performance Life

5.1 All supplied materials and resulting made or fabricated signs and devices shall be considered as providing satisfactory performance life if they do not deteriorate due to natural causes within their warranty period as herein specified.

5.2 Unsatisfactory performance conditions shall be cause for immediate material rejection and replacement at no cost to the State. Consistent unsatisfactory performance may be grounds for nonuse or cancellation of all or a portion of a contract. Unsatisfactory performance conditions include, but are not limited to, the display of the following:

5.2.1 Bubbles, wrinkles, ripples, peeling, cracks or breaks on any portion of the applied material greater than one by three inches in length. For mounted signs this requirement does not apply regarding minor defects around dents, mounting holes or other imperfections in the substrate.

5.2.2 Any shrinkage that results in an unsightly sign or device.

5.2.3 Significant visible delamination of any layer including from the substrate.

5.2.4 Significant discoloration, including clouding or chalking of any surface or layer or ink.

5.2.5 A loss in transparency of any transparent sheeting, film or ink.

5.2.6 A loss in opaqueness of any black opaque ink or film. The R' of the black shall always be less than 1.0 and have a uniform black appearance. The color and/or reflectivity of the background sheeting shall not show through.

5.2.7 Cracking, crazing, blistering, ripping, flaking or chipping of any applied sheeting, film or processed ink.

5.2.8 Loss of nighttime reflectivity as observed at night under headlights and/or as measured with the Department's RetroSign or similar handheld retroreflectometer.

5.3 Subjective and/or objective measures as based on this specification and other nationally accepted standards and practices (including FHWA's minimum sign retroreflective guidelines) will be used by the Department to judge unsatisfactory performance.

Section 1-B: Standard Instructions to Offerors

9 | Pa g e

Scope of Work Page 10 of 59 Pricing Document

1. Compensation method Contractor will be compensated based on the final detailed written quote approved by the Customer. Pricing shall not exceed the labor rates indicated on the Pricing Document.

Contractor will be compensated based on the final detailed written quote approved by the Eligible Agency.

2. Pricing

2.1. Contractor’s Best Pricing. Supplier warrants that, for the term of the Contract, the prices and discounts set out in Attachments titled Pricing, including any subsequent agreed amendment to it (the “Contract Pricing”), will be equal to or better than the lowest prices and largest discounts, both separately and in combination, at which Contractor sells equivalent services, items of equipment and materials.

2.1.1. That price-plus-discount equivalence (“Contractor’s Best Pricing”) is intended to be irrespective of whether or not those other sales have special purchase terms, conditions, rebates or allowances.

2.1.2. If Contractor’s Best Pricing for equivalent services, items of equipment and materials is better than the Contract Pricing, then Contractor agrees to adjust the Contract Pricing to match the Contractor’s Best Pricing for all sales related to the Contractor made after the date when the Contractor’s Best Pricing was first better than the Contract Pricing.

2.1.3. For clarification of intent, that date is intended to be the date when the difference first occurred, which might have been before the difference was first identified. If it was before, then Supplier agrees to charge at less than the Contract Pricing until the extended difference that would have been realized (i.e., if the Contractor’s Best Pricing had been applied when it should have been) has been settled.

2.2. Pricing is all-inclusive, including any ancillary fees and costs required to accomplish the Scope of Work and all aspects of Contractor’s offer as accepted by State. Details of service not explicitly stated in the Scope of Work or in Contractor’s Offer, but necessarily a part of, are deemed to be understood by Contractor and included herein. All administrative, reporting, or other requirements, all overhead costs and profit and any other costs toward the accomplishment of the requirements in the Contract are included in the pricing provided.

2.3. Price Increase. The State may review a fully documented request for a price increase. The requested increase shall be in writing and be based upon a cost increase to the contractor that was clearly unpredictable at the time of the offer and is directly correlated to the price of the product concerned. Contractor must provide conclusive evidence of a need for any price increases such as being substantiated by the Producer Price Index, Consumer Price Index, or similar pricing guide.

2.3.1. Initial Contract prices will be honored for one year after award of Contract.

2.3.2. All written requests for price adjustments made by the contractor shall be initiated thirty (30) days in advance of any desired price increase to allow the State sufficient time to make a fair and equitable determination to any such requests. This may be waived upon proper documentation demonstrating the urgency of the request.

2.3.3. All price adjustments will be implemented by a formal contract amendment. State shall determine whether the requested price increase or an alternate option is in the best interest of State.

2.4. Price Reductions. Price reductions shall be immediately passed along to State and may be submitted in writing to State for consideration at any time during the Contract period. The contractor shall offer State a price reduction on the Contract product(s) concurrent with a published price reduction made to other customers. The State at its own discretion may accept a price reduction. The price reduction request shall be in writing and include documentation showing the actual reduction of cost. Sales promotions requests shall include difference in pricing, begin, and end date of promotion along with the products covered.

2.5. Additional Charges. Any charges or fees not delineated in the Contract may not be added, billed, or invoiced under the Contract.

2.6. Travel. Contractor shall get written approval prior to any travel under the Contract in which reimbursement of expenses will be requested. Contractor will be reimbursed for actual expenses incurred in accordance with the current rates specified in the State's Travel Policy. Contractor shall itemize all per diem and lodging charges. State Travel Policy, including State rates, may be located at https://gao.az.gov/travel . The Eligible Entity / Customer shall reject any claim for travel reimbursement without prior written approval.

3. Funding No particular funding considerations apart from paragraph 1 Terms and Conditions have been identified as of the Solicitation date.

4. Invoicing

4.1. Invoices Go To Buying Entity. Contractor shall submit all billing notices or invoices to the ordering Eligible Entity/Customer (e.g. Eligible Agency or Co-Op Buyer) at the address indicated on the applicable Order document or by utilizing the Buying Entity’s purchasing tool/process.

4.2. Minimum Invoice Requirements. Every invoice must include the following information:

· Bill-to name and address

· Contractor name and contact information

· Remit-to address

· Invoice number and date

· State contract number

· Order number (APP PO number)

· Date the services performed

· Applicable payment terms

· Material or Service description (Itemized)

· Quantity delivered or performed

· Line item unit of measure

· Item price

· Extended pricing

· Taxes (as a separate invoice line item)

· Mailing fees (if applicable)

· Total invoice amount due

4.3. No Invoice Without Authorization. Contractor shall not seek payment for any:

4.3.1. Materials or Services that have not been authorized on an acknowledged Order;

4.3.2. Expediting, overtime, premiums, or upcharges absent State’s express prior approval; or

4.3.3. Materials or Services that are the subject of a Contract Amendment that has not been fully signed.

4.4. Submitting Invoices. Contractor shall submit an invoice to the ordering Eligible Agency or Co‑Op Buyer using the form and/or process provided or required by the ordering Eligible Entity/Customer (Eligible Agency or Co-Op Buyer). Every invoice must be signed by Contractor’s authorized representative and accompanied by all supporting information and documentation required by the Contract and applicable laws.

4.5. Defective Invoices. Without prejudice to its other rights under the Contract or further obligation to Contractor, the ordering Eligible Entity/Customer (Eligible Agency or Co-Op Buyer) may, at its discretion, reject any materially defective invoice.

4.5.1. The ordering Authorize Entity/Customer (Eligible Agency or Co-Op Buyer) shall notify the Contractor within 5 (five) business days after receipt if it determines an invoice to be materially defective.

4.5.2. Invoices will be deemed automatically rejected upon delivery if they:

4.5.2.1. are sent to an incorrect address;

4.5.2.2. do not reference the correct State contract or APP Order number; or

4.5.2.3. are payable to any Person other than the Contractor.

4.5.3. The ordering Eligible Entity/Customer (Eligible Agency or Co-Op Buyer) will have no obligation to pay against a defective invoice unless and until Contractor has re-submitted it free of defects.

5. Payments

5.1. PAYMENT. The applicable Eligible Agency or Co-Op Buyer shall pay undisputed amounts due to Contractor within the time period specified in Section 4.0 Costs and Payments of the Uniform Terms and Conditions

5.2. JOINT CHECKS OR DIRECT PAY. applicable Eligible Agency or Co-Op Buyer may, but is under no obligation to, pay by joint check or to pay directly to any Subcontractor or other creditor to whom any portion of Contractor’s requested payment is owed.

5.3. RECOVERY OF OVER-PAYMENT. If applicable, Eligible Agency or Co-Op Buyer determines that an over-payment has been made to Contractor on any prior invoice, it shall inform Contractor of the amount and date of the overpayment and may deduct the overpaid amount from amounts then or thereafter due to Contractor.

5.4. PAYMENTS TO SUBCONTRACTORS. Contractor shall make payment of all undisputed amounts due to Subcontractors within thirty (30) days of receipt of funds from applicable Eligible Agency or Co-Op Buyer applicable to their services.

5.5. PURCHASING CARD. Applicable Eligible Agency or Co-Op Buyer may pay invoices for some or all Orders using a purchasing card. Any and all fees related to payment using a Purchasing Card are the responsibility of Contractor. Unless otherwise stated in the Contract there will be no additional fees or increase in prices associated with this method of payment.

5.6. AUTOMATED CLEARING HOUSE. Applicable Eligible Agency or Co-Op Buyer may pay invoices for some or all Orders through an Automated Clearing House (ACH). In order to receive payments in this manner from Eligible Agencies, Contractor must complete an ACH Vendor Authorization Form (form GAO-618) within 30 (thirty) days after the effective date of the Contract. The form is available online at:

https://gao.az.gov/afis/vendor-information

6. Exhibits to the Pricing Document

Pricing Document Page 14 of 59 Special Terms and Conditions

The Special Terms and Conditions modify the Uniform Terms and Conditions and its Appendices. It can modify them by replacing, deleting, appending to, or revising the text of an existing provision or by inserting a new paragraph into an existing article. No other document modifies or adds to the Uniform Terms and Conditions, except as may subsequently be otherwise and expressly agreed and incorporated by Contract Amendment.

1. Definition of Terms As used in the Contract, the terms listed below are defined as follows:

1.1. Acceptance: The document titled “Offer and Acceptance Form” bearing the State contract number once Procurement Officer has signed it to signify (1) State’s formal acceptance of the Accepted Offer and (2) the formation of the Contract. For clarity of intent, the foregoing is not to be confused with the term “acceptance” used throughout the Contract in the context of delivery, inspection, etc., with respect to Materials or Services.

1.2. Accepted Offer

1.2.1. If State did not request a Revised Offer, then “Accepted Offer” means the Initial Offer.

1.2.2. If State requested a Revised Offer but not a Best and Final Offer, then “Accepted Offer” means the latest Revised Offer.

1.2.3. If State requested a Best and Final Offer, then “Accepted Offer” means the Best and Final Offer.

1.3. Arizona Procurement Code A.R.S.; A.A.C.: “Arizona Procurement Code, “A.R.S.,” and “A.A.C.” are each defined in the Instructions to Offerors.

1.4. Arizona TPT Arizona Transaction Privilege Tax: For information, refer to the Arizona Department of Revenue (DOR) website at: https://www.azdor.gov/business/transactionprivilegetax.aspx

1.5. Attachment. Any item that:

1.5.1. The Solicitation required Offeror to submit as part of the Offer (e.g., Initial Offer, Revised Offer, or Best and Final Offer);

1.5.2. Was attached to an Offer when submitted; and

1.5.3. Was included in the Accepted Offer.

1.6. Pricing Document. Section Pricing Document of the Solicitation Requirements document of the Solicitation Documents, provided that, if there is no such Section in the Contract, then “Pricing Document” is to be construed as referring to whatever item in the Contract contains the contracted pricing and payment provisions.

1.7. Contract Amendment. A document signed by the Procurement Officer that has been issued for the purpose of making changes to the Contract after execution.

1.8. Contract Terms and Conditions. The Special Terms and Conditions and the Uniform Terms and Conditions taken collectively.

1.9. Contractor. The Person identified on the Accepted Offer who has entered into the Contract with the State.

1.10. Contractor Indemnitor. Contractor or any of its owners, officers, directors, agents, employees, or Subcontractors.

1.11. Co-Op Buyer. A member of the State Purchasing Cooperative that has entered into a “Cooperative Purchasing Agreement” with the Arizona Department of Administration State Procurement Office under A.R.S. §41-2632. Unless there is an applicable Cooperative Purchasing Agreement in effect at the time, a State Purchasing Cooperative member cannot be a Co-Op Buyer. For reference, “Co-Op Buyer” is to be construed as encompassing an “eligible procurement unit” under A.A.C. R2-7-101(23).

NOTE: Membership in the State Purchasing Cooperative is open to all Arizona political subdivisions, including cities, counties, school districts, and special districts. Membership is also available to non-profit organizations, other state governments, the federal government and tribal nations. For reference, “non-profit organizations” are defined in A.R.S. § 41-2631(4) as any nonprofit corporation as designated by the IRS under Section 501(c)(3) through 501(c)(6) of the tax code.

1.12. Eligible Agency. If the Special Terms and Conditions indicate that the Contract is a “single-agency” contract, then “Eligible Agency” means the particular State of Arizona agency, university, commission, or board identified therein. If the Special Terms and Conditions indicate that the Contract is a “statewide” contract, then “Eligible Agency” means any State of Arizona department, agency, university, commission, or board.

1.13. Indemnified Basic Claims. “Indemnified Basic Claims” means any and all claims, actions, liabilities, damages, losses, or expenses, including court costs, attorneys’ fees, costs of claim processing, investigation and litigation for bodily injury or personal injury, including death, or loss or damage to any real or tangible or intangible personal property, collectively.

1.14. Instructions to Offerors. “Instructions to Offerors” means the Solicitation Instructions document of the Solicitation.

1.15. Order. The instrument by which the State authorizes a Contractor to perform some or all of the Work. Whether the Contract will have one Order or many Orders depends on the scope of the Contract and how the State will use it. The Special Terms and Conditions provide that information. Any of the following are construed as being an “Order”:

1.15.1. “Release” or “Release Purchase Order: in The State’s e-Procurement System;

1.15.2. “task order,” “service order,” or “job order” when a Release Purchase Order for Services has already been created in The State’s e-Procurement System; or

1.15.3. “purchase order” for buying by Co-Op Buyers, if co-op buying applies.

1.16. The State’s e-Procurement System. The State’s official electronic procurement system, established pursuant to A.A.C. R2-7-201 as set forth in the Arizona Department of Administration State Procurement Office policy document Technical Bulletin No. 020, The State’s e-Procurement System – The Official State eProcurement System. Technical Bulletin No. 020 is available online at:

https://spo.az.gov/sites/default/files/documents/files/TB_020_APP_20181024.pdf

1.17. State. The State of Arizona and its department, agency, university, commission, or board that has executed the Contract. With respect to administration or rights, remedies, obligations and duties under the Contract for a given Order, “State” means each Eligible Agency or Co-Op Buyer who has issued the Order.

1.18. State Indemnitees. Collectively, the State of Arizona, its departments, agencies, universities, commissions, and boards and, and their respective officers, agents, and employees.

1.19. Subcontractor. A.R.S. §41-2503(38), which, for convenience of reference only, is “… a person who contracts to perform Work or render service to … [C]ontractor or to another [S]ubcontractor as a part of a contract with a state governmental unit . . .” The Contract is to be construed as “a contract with a state governmental unit” for purposes of the definition. For clarity of intent, a Person carrying out any element of the Work is a Subcontractor from the moment they first carry out that element of the Work regardless of whether or not a Subcontract exists then or subsequently.

1.20. Work. The totality of the Materials and the Services and all the acts of administration, creation, production, and performance necessary to fulfill and incidental to fulfilling all of Contractor's obligations and duties under the Contract in conformance with the Contract and applicable laws.

2. Contract Interpretations

2.1. Usage. Where the Contract:

2.1.1. assigns obligations to Contractor, any reference to “Contractor” is to be construed to be a reference to the Contractor and all Subcontractors, whether they are first-tier subcontractors, sub-subcontractors, suppliers, sub-suppliers, consultants, or sub-consultants, as well as all of Contractor’s and the Subcontractor’s respective agents, representatives, and employees in every instance unless the context plainly requires that it is a reference only to Contractor as apart from Subcontractors.

2.1.2. uses the permissive “may” with respect to a party’s actions, determinations, etc., the terms is to be interpreted as in A.A.C. R2-7-101(31) [Definitions]. For clarity of intent, any right given to State using “State may” or a like construction denotes discretion and freedom to act so far as any regulatory or operative constraints permit in the relevant circumstances, provided that: (a) where written “may, at its discretion,” the discretion extends to whatever is most advantageous to State; and (b) where written only as “may,” the discretion is constrained by 1. what is fair, reasonable, and as accommodating of the respective best interests of both parties as practicable under the circumstances;

2.1.3. uses the imperative “shall” with respect to a party’s actions, duties, etc., the term is to be interpreted as in A.A.C. R2-7-101(43) [Definitions]. Conversely, the phrase “shall not” is to be interpreted as an imperative prohibition.

2.1.4. uses the term “must” with respect to a requirement, criterion, etc., the term is to be interpreted as conveying compulsion or strict necessity, and is to be read as though written “must, if [the subject] is to be entitled to have [the object] considered or credited as being compliant with, conforming to, or satisfying [the requirement, criterion, constraint, etc.], otherwise, [the object] will be considered or debited as being non-compliant, non-conforming, or unsatisfactory for its Contract-related purposes” in every instance;

2.1.5. uses the term “might” with respect to an event, outcome, action, etc., the term is to be interpreted as conveying contingency or non-discretionary conditionality; and

2.1.6. uses the term “will” or the phrases “is to be” or “are to be” with respect to an event, outcome, action, etc., the term or phrase is to be interpreted as conveying such certainty or imperativeness that “shall” is either unnecessary or irrelevant in that instance.

2.2. Contract Order of Precedence

2.2.1. Complementary Documents. All of the documents forming the Contract are complementary. If certain work, requirements, obligations, or duties are set out only in one but not in another, Contractor shall carry out the Work as though the relevant Work, requirements, obligations, or duties had been fully described in all, consistent with the other documents forming the Contract and as is reasonably inferable from them as being necessary to produce complete results.

2.2.2. Conflicts. In case of any inconsistency, conflict, or ambiguity among the documents forming the Contract and their provisions, they are to prevail in the following order, descending from most dominate to most subordinate, provided that, among categories of documents or provisions having the same rank, the document or provision with the latest date prevails. Information being identified in one document but not in another is not to be considered a conflict or inconsistency.

2.2.2.1. Contract Amendments;

2.2.2.2. The final Solicitation Documents, in the following order:

(1) Special Terms and Conditions;

(2) Exhibits to the Special Terms and Conditions;

(3) Uniform Terms and Conditions;

(4) Scope of Work;

(5) Exhibits to the Scope of Work;

(6) Pricing Document;

(7) Exhibits to the Pricing Document;

(8) Specifications; and

(9) Any other documents referenced or included in the Solicitation;

2.2.2.3. Orders, in reverse chronological order; and

2.2.2.4. Accepted Offer.

2.2.3. Attachments and Exhibits. For clarity of intent, if an item was an Attachment in the Solicitation Documents or an Offer (either Initial, Revised, Best and Final, or Accepted) and was subsequently made into an Exhibit, or its content was incorporated into one of the other Contract documents, then that Attachment no longer exists contractually as an “Attachment” since it has at that point been made into some other Contract document. In every other case, an Attachment and the Offeror data therein remain part of the Accepted Offer for purposes of precedence and contractual effect.

2.3. Independent Contractor. Contractor is an independent contractor and shall act in an independent capacity in performance under the Contract. Neither party is or is to be construed as being the employee or agent of the other party, and no action, inaction, event, or circumstance will be grounds for deeming it to be so.

2.4. Complete Integration. The Contract, including any documents incorporated into the Contract by reference, is intended by the parties as a final and complete expression of their agreement. There are no prior, contemporaneous, or additional agreements, either oral or in writing, pertaining to the Contract.

3. Contract Administration and Operation

3.1. Term of Contract. The term of the Contract will commence on the date indicated on the Acceptance and continue for twelve (12) months unless cancelled, terminated, or permissibly extended.

3.2. Contract Extensions. State may at its discretion extend the initial Contract term in increments of one or more months and do so one or more times, provided that the maximum aggregate term of the Contract including extensions cannot exceed the maximum aggregate term of five (5) years.

3.3. Notices and Correspondence

3.3.1. TO CONTRACTOR. State shall: address all Contract correspondence other than formal notices to the email address indicated as “Default for Type” for “General Mailing Address” in Contractor’s corresponding State’s e-Procurement System Vendor Profile; and address any required notices to Contractor to the “Contact Name and Title” at the “Mailing Address” indicated on the Accepted Offer, as that address might have been amended during the term of the Contract.

3.3.2. TO STATE. Contractor shall: address all Contract correspondence other than format notices to the email address indicated in “Contact Instructions” in the The State’s e-Procurement System Summary for State; and address any required notices to State to the Procurement Officer identified as “Purchaser” in the State’s e-Procurement System Summary at the following mailing address:

Arizona Department of Administration State Procurement Office 100 N 15th Avenue Phoenix, AZ 85007

3.3.3. CHANGES. State may change the designated Procurement Officer, update contact information, or change the applicable mailing address.

3.4. Signing of Contract Amendments. Contractor’s counter-signature – or “approval” in The State’s e-Procurement System, in the case of an amendment, – is not required to give effect if the Contract Amendment only covers either:

3.4.1. extension of the term of the Contract within the maximum aggregate term;

3.4.2. revision to Procurement Officer appointment or contact information; or

3.4.3. modifications of a clerical nature that have no effect on terms, conditions, price, scope, or other material aspect of the Contract.

In every case other than those listed in (1), (2), and (3) above, both parties’ signatures – or “approval” in The State’s e-Procurement System, in the case of an Amendment – are required to give it effect.

3.5. Click Through Terms and Conditions If either party uses a web-based ordering system, an electronic purchase order system, an electronic order acknowledgement, a form of an electronic acceptance, or any software based ordering system with respect to the Contract (each an “Electronic Ordering System”), the parties acknowledge and agree that an Electronic Ordering System is for ease of administration only, and Contractor is hereby given notice that the persons using Electronic Ordering Systems on behalf of State do not have any actual or apparent authority to create legally binding obligations that vary from the terms and conditions of the Contract. Accordingly, where an authorized State user is required to “click through” or otherwise accept or be made subject to any terms and conditions in using an Electronic Ordering Systems, any such terms and conditions are deemed void upon presentation. Additionally, where an authorized State user is required to accept or be made subject to any terms and conditions in accessing or employing any Materials or Services, those terms and conditions will also be void.

3.6. Books and Records

3.6.1. RETAIN RECORDS. By A.R.S. §41-2548(B), Contractor shall retain and shall contractually require each Subcontractor to retain books and records relating to any cost and pricing data submitted in satisfaction of § 41-2543 for the period specified in the statute

3.6.2. RIGHT TO AUDIT. The retained books and records are subject to audit by State during that period. By A.R.S. §41-2548(B), Contractor shall retain and shall contractually require each Subcontractor to retain books and records relating to performance under the Contract for the period specified in the statute and those retained books and records are subject to audit by State during that period.

3.6.3. AUDITING. Contractor or Subcontractor shall either make all such books and records under subparagraphs 3.6.1 and 3.6.2 available to State at all reasonable times or produce the records at a designated State office on State’s demand, the choice of which being at State’s discretion. For the purpose of this paragraph, “reasonable times” are during normal business hours and in such a manner so as to not unreasonably interfere with normal business activities.

3.7. Contractor Licenses Contractor shall maintain current federal, state and local licenses and permits required for the operation of its business in general, for its operations under the Contract, and for the Work itself.

3.8. Inspection and Testing By A.R.S. §41-2547, State may at reasonable times inspect the part of Contractor’s or Subcontractors’ plant or places of business related to performance under the Contract. Accordingly, Contractor agrees to permit (for itself) and ensure (for Subcontractors) access for inspection at any reasonable time to its facilities, processes, and services. State may inspect or test, at its own cost, any finished goods, work-in-progress, components, or unfinished materials that are to be supplied under the Contract or that will be incorporated into something to be supplied under the Contract. If the inspection or testing shows non-conformance or defects, then Contractor will owe State reimbursement or payment of all costs it incurred in carrying out or contracting for the inspection and testing, as well as for any re-inspection or re-testing that might be necessary. Neither inspection of facilities nor testing of goods, work, components, or unfinished materials will of itself constitute acceptance by State of those things.

3.9. Ownership of Intellectual Property

3.9.1. RIGHTS IN WORK PRODUCT. All intellectual property originated or prepared by Contractor pursuant to the Contract, including but not limited to, inventions, discoveries, intellectual copyrights, trademarks, trade names, trade secrets, technical communications, records reports, computer programs and other documentation or improvements thereto, including Contractor’s administrative communications and records relating to the Contract, are considered work product and Contractor’s property, provided that, State has Government Purpose Rights to that work product as and when it was delivered to State.

3.9.2. “Government Purpose Rights” are:

3.9.2.1. the unlimited, perpetual, irrevocable, royalty free, non-exclusive, worldwide right to use, modify, reproduce, release, perform, display, sublicense, disclose and create derivatives from that work product without restriction for any activity in which State is a party;

3.9.2.2. the right to release or disclose that work product to third parties for any State government purpose; and

3.9.2.3. the right to authorize those to whom it rightfully releases or discloses that work product to use, modify, release, create derivative works from the work product for any State government purpose; such recipients being understood to include the federal government, the governments of other states, and various local governments.

“Government Purpose Rights” do not include any right to use, modify, reproduce, perform, release, display, create derivative works from, or disclose that work product for any commercial purpose or to authorize others to do so.

3.9.3. JOINT DEVELOPMENTS. The parties may each use equally any ideas, concepts, know-how, or techniques developed jointly during the course of the Contract, and may do so at their respective discretion, without obligation of notice or accounting to the other party.

3.9.4. PRE-EXISTING MATERIAL. All pre-existing software and other materials developed or otherwise obtained by or for Contractor or its affiliates independently of the Contract or applicable Purchase Orders are not part of the work product to which rights are granted State under subparagraph 3.9.1 above, and will remain the exclusive property of Contractor, provided that:

3.9.4.1. any derivative works of such pre-existing material or elements thereof that are created pursuant to the Contract are part of that work product;

3.9.4.2. any elements of derivative work of such pre-existing material that was not created pursuant to the Contract are not part of that work product; and

3.9.4.3. except as expressly stated otherwise, nothing in the Contract is to be construed to interfere or diminish Contractor’s or its affiliates’ ownership of such pre-existing materials.

3.9.5. DEVELOPMENTS OUTSIDE OF CONTRACT. Unless expressly stated otherwise in the Contract, does not preclude Contractor from developing competing materials outside the Contract, irrespective of any similarity to materials delivered or to be delivered to State hereunder.

3.10. Subcontract

3.10.1. INITIAL LIST. At the time of Contract execution, Contractor’s candidate Subcontractors were identified in Attachment Proposed Subcontractors to the Accepted Offer [Proposed Subcontractors].